- (1.) This is an application jointly filed by the Applicant Companies herein, namely Tolexo Online Private Limited (Transferor Company), and Indiamart Intermesh Limited (Transferee Company) Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (for brevity 'The Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'The Rules') in relation to the Scheme of Arrangement (for brevity the 'Scheme') proposed between the applicants. The 'Scheme' is also annexed to the application. The applicants above named have preferred the instant application for the following purpose as is evident from the reliefs sought in the Application, namely:- (a) Necessary Directions may be given by this Hon'ble Tribunal; for dispensing with the holding, convening and conducting the meetings of the Shareholders of the Applicant/Transferor Company to consider and approve the proposed Scheme of Arrangement; (b) Necessary Directions may be given by this Hon'ble Tribunal; for dispensing with the holding, convening and conducting the meetings of the Unsecured Creditors of the Applicant/Transferor Company to consider and approve the proposed Scheme of Arrangement; (c) Necessary Directions may be given by this Hon'ble Tribunal; for dispensing with the holding, convening and conducting the meetings of the Shareholders and Unsecured Creditors of the Applicant/Transferee Company to consider and approve the proposed Scheme of Arrangement; (d) To appoint the Chairman and Co-Chairman for the meetings to be held. (e) Necessary directions be given to publish the notice of the meetings held in the English newspaper and Hindi newspaper; and (f) This Hon'ble Tribunal may pass any other/further orders as may be deemed fit and proper in the facts and circumstances of the case.
(2.) An Affidavit in support of the joint application sworn for and on behalf of Transferor Company and Transferee Company has been filed by Mrs. Preeti Jain and Mr. Anil Dwivedi, being the authorized representative of the respective Companies along with the application. Counsel for the applicants took us through the averments made in the application as well as typed set of documents annexed there with. Learned Counsel represents that the Scheme does not contemplate any corporate debt restructuring exercise as contemplated under Section 230(2) of the Act. It is further represented that the application is maintainable in view of Rule 3(2) of the Rules and it is also represented that the registered offices of all the Applicant Companies are situated within the territorial jurisdiction of this Tribunal and it falls within domain of Registrar of Companies, NCT, New Delhi.
(3.) In relation to Tolexo Online Private Limited being the Transferor Company, in the Scheme, it is represented that it has Three Equity Shareholders holding 53,860,000 shares as on 28.03.2017 and One Preference Shareholder. It is further represented by the counsel for Applicants that the Transferor Company as on 28.03.2017 has no Secured Creditor and 66 Unsecured Creditors. In relation to Equity Shareholders and Preference Shareholder, since consent from all of them has been obtained and since there is no Secured Creditor, a prayer has been made for dispensing with holding of their respective meetings. In relation to Unsecured Creditors of the Transferor Company, a prayer has been made for direction for convening and holding of the meeting for approval to the proposed Scheme.;